Consulting Agreement (2001)Full Document 

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                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT is dated as of the 16th day of March, 2000
(the "Effective Date") by and between eMagin Corporation, a Nevada corporation,
with its principal place of business at 1580 Route 52, Hopewell Junction, NY
12633 (the "Company") and Verus International Ltd., a Barbados corporation, with
its principal place of business at 1177 W. Hastings Street, Suite 2000,
Vancouver, British Columbia, Canada V6E 2K3 (the "Consultant").

         WHEREAS, the Company desires to contract for the consulting services of
the Consultant and the Consultant desires to perform such consulting services on
behalf of the Company; and

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants set forth herein, the parties hereto agree as
follows:

         1. Term. The Company hereby retains the Consultant and the Consultant
hereby accepts such retainer for a term (the "Term") commencing upon the
Effective Date and ending (2) years therefafter.

         2. Services. The Company hereby retains the Consultant as a consultant
to advise the Company in connection with its business affairs and the Consultant
hereby agrees to render such advisory and consulting services. In rendering such
advisory and consulting services to the Company, the Consultant shall be
required to report on a periodic basis to the Company's officers or any other
location; provided, however, that the Consultant may render any report by
telephone or written communication. The Company acknowledges that the Consultant
has other personal and business activities, obligations and employments which
may command part of its time.

         3. Compensation.

            (a) Retainer. The Company shall pay the Consultant fifteen dollars
($15,000) per month (the "Retainer Fee") for the Consultant's services
hereunder.

            (b) Independent Contractor Status. The Consultant acknowledges and
agrees that, during the Term, the relationship between the Consultant and the
Company is that of an independent contractor. Notwithstanding any determination
by the Internal Revenue Service that the Consultant is an employee (if it should
ever happen), the Consultant shall be responsible to pay all taxes as if it was
an independent contractor (or to reimburse the Company if the Company is
required to pay such amounts on behalf of the Consultant). The Consultant shall
not be permitted to participate in any group life, hospitalization or disability
insurance plans, health programs, pension plans, retirement benefits or similar
benefits that may be available to employees of the Company.


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            (c) Expenses. The Company shall pay or reimburse the Consultant for
all reasonable and properly documented out-of-pocket expenses actually incurred
or paid by the Consultant during the Term in the performance of the Consultant's
services under this Agreement which have been authorized by the Company in
writing prior to the expenditure.

         4. Standards. The Consultant shall perform its duties under this
Agreement to the best of its abilities and in accordance with such standards of
professional ethics and practice as are applicable during the Term.

         5. Termination. This Agreement is terminable by the Company only "For
Cause" (as defined below). In the event this Agreement is terminated "For
Cause," the Company shall provide Consultant with written notice of termination
of the Consultant's services hereunder as of a prospective date to be specified

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